DIPULA INCOME FUND LIMITED - Cautionary announcement - Proposal by Resilient

Cautionary announcement - Proposal by Resilient

DIPULA INCOME FUND LIMITED
Incorporated in the Republic of South Africa
Registration number 2005/013963/06
JSE share code: DIA         ISIN: ZAE000203378
JSE share code: DIB         ISIN: ZAE000203394
(Approved as a REIT by the JSE)
(“Dipula”)


CAUTIONARY ANNOUNCEMENT – PROPOSAL BY RESILIENT


Dipula shareholders are referred to the following extract from the results of Resilient REIT Limited (“Resilient”)
released on 26 August 2021:

“Dipula Income Fund

Resilient has identified a management team it wishes to get behind in order to help drive the creation of value for
shareholders. Accordingly, Resilient has proposed to Dipula, subject to conditions including execution of formal
agreements, that it will invest in and support Dipula, provided that Dipula first simplifies its dual share capital
structure. Resilient envisages that it will co-own suitable retail assets with Dipula and will continue to support
Dipula to play a leading role in the listed property sector. Resilient expects that details of the envisaged
transaction, which will not require further announcement by Resilient, will be announced by Dipula in due course.”

Resilient has proposed to invest R1 billion in Dipula (the “Proposal”), to establish a strategic relationship reflected
in co-ownership of Circus Triangle, with Resilient also holding a meaningful shareholding in Dipula with the right
to nominate an appointment to the board of directors of Dipula.

The Proposal envisages that Dipula will offer to repurchase all the issued Dipula A shares for a consideration that
shareholders elect between cash and Dipula B shares as follows:

-    cash of R6.61 per Dipula A share, but subject to pro rata adjustment of the election so that the overall
     aggregate cash payable is equal to c. R600 million; and

-    an exchange for Dipula B shares at a swap ratio of 2.0 Dipula B shares per Dipula A share for all or the
     remainder of their Dipula A shares.

Further details will be provided to shareholders once Dipula has resolved to proceed with the Proposal and the
agreements have been concluded. Accordingly, shareholders should exercise caution when dealing in Dipula shares
until a further announcement is made.

Responsibility statement

The Dipula board accepts responsibility for the information contained in this announcement insofar as it relates to
Dipula. To the best of its knowledge and belief, the information contained in this announcement is true and this
announcement does not omit anything likely to affect the import of the information.

27 August 2021

Corporate advisor and sponsor                           Legal advisor
Java Capital                                            CDH

Date: 27-08-2021 07:05:00
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